CAMBER ENERGY, INC.

Viking's remaining stake in Simson-Maxwell was converted away entirely: Simson amalgamated with majority owner T&T Power Group into a renamed combined company where T&T's owner holds 100% of the voting shares and Viking holds only non-voting, redeemable preferred stock (worth CDN$5.75-8.5 million depending on timing) with its claims subordinated to the company's bank lender - a full exit from any operating control of the power-generation business Viking built up starting in 2021.

asset acquisition disposition

Viking's ozone-technology unit lined up a real buyer for its VKIN-300 waste-treatment unit in France - Swiss-based Box03 International, for just over $1 million - though the sale still hinges on the ultimate end user arranging its own financing.

material agreement

Viking picked up a majority stake (51%, for just $100) in a new venture, Viking Distribution Solutions, built around patented ground-fault-prevention technology for electric distribution lines contributed by Milo Group - complementing the transmission-line version of the same technology Viking already owns through Viking Protection Systems.

asset acquisition disposition

A newly disclosed Viking subsidiary, Viking Ozone Technology, took a $500,000 bridge loan to bridge until it collects proceeds from selling its VKIN-300 waste-treatment unit shipped to France - a third, smaller diversification bet beyond Simson-Maxwell and the ESG Clean Energy carbon-capture license.

material agreement

Camber disclosed another restatement - this time its three 2024 quarterly reports, after Simson-Maxwell (while still majority-owned) incorrectly recognized revenue on contract payment milestones that weren't real performance obligations, a non-cash but material misstatement.

financial restatement

Viking lost control of Simson-Maxwell: new investor T&T Power Group bought out Simson's other minority owners and subscribed for new shares, taking 51% and cutting Viking's stake from 60.5% to 49%. T&T also agreed to fund Simson's working capital and pay off its secured credit facility, but Camber must now deconsolidate Simson and account for it as a minority equity investment instead of a subsidiary.

asset acquisition disposition

Camber disclosed yet another restatement, now trading as 'CEIN' on the OTC Pink Market after its NYSE delisting: its FY2023 annual report and two 2023-2024 quarterly reports must be redone because it valued its own equity stake in Viking incorrectly at the moment the merger closed - a non-cash accounting fix, but the latest in a long run of accounting failures.

financial restatement

CAMBER ENERGY, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

NYSE American suspended trading in Camber's stock and moved to delist it for failing minimum-price listing standards; shares began trading on the OTC Pink Market under the new symbol CEIN the next day, while Camber said it would appeal the delisting decision.

listing compliance notice

NYSE suspended trading in Camber's stock and moved to delist it entirely over its persistently low share price - the listing-compliance battle that had dragged on for years finally ended in defeat, with shares dropping to the OTC Pink Market the next day.

listing compliance notice

Camber's ambitious plan to buy the Reno renewable-diesel plant collapsed for good: the company and RESC Renewables Holdings mutually terminated the purchase agreement, ending a deal that had once been valued as high as $750 million.

material agreement termination

Now merged with Viking, Camber renegotiated its Series C preferred terms again: a $0.15 floor was set under the conversion-price formula (limiting further death-spiral-style dilution as the stock falls), the investor gave back a prior increase in its ownership cap, and Camber committed at least half of any future capital raised to paying down that investor's notes.

security holder rights change

After three and a half years of on-again, off-again negotiations, the Camber-Viking merger finally closed: Viking became a wholly-owned Camber subsidiary, and Camber issued new shares equal to about 60% of its post-merger stock to former Viking holders, meaning Viking's own shareholders ended up with majority control of Camber.

asset acquisition disposition

NYSE accepted Camber's plan to fix its stockholders'-deficit problem - built around finally closing the Viking merger, commercializing Viking's technology licenses, and shrinking its Series C preferred stock - giving it until April 2024 to show progress.

listing compliance notice

Camber's two preferred-stock investors agreed to cancel their warrants to buy 50 million Camber shares (granted back in December 2021) in exchange for the right to redeem their remaining Series C preferred once their notes are repaid - removing a massive potential dilution overhang from the company's cap table.

material agreement termination

Three years after first agreeing to merge, Camber registered the shares for a re-cut Viking deal on the simplest possible terms: one Camber share for each Viking share, with the combined company to trade on NYSE American as CEI. The 2020 version of this deal had been amended four times and never closed.

business combination

Camber and Viking signed a new Amended and Restated Merger Agreement (their third try): the same 1-for-1 common stock swap as before, but now also converting Viking's Series E preferred - tied to Viking's newer subsidiary Viking Protection Systems - into a new Camber Series H Preferred Stock. James Doris, already CEO of both companies, would again lead the combined business from Houston.

business combination

Camber's financial position deteriorated sharply: NYSE flagged it for a stockholders' deficit of $17.1 million (not just low equity, but negative net worth) after five straight years of losses, triggering the exchange's most serious equity-compliance thresholds all at once, with a plan due by mid-May 2023 and a compliance target of October 2024.

listing compliance notice

Camber and Viking announced they were resuming merger talks - their third attempt at combining since 2020 - after the prior agreement had again stalled.

business combination

The stalled Reno renewable-diesel deal came back to life in a totally different shape: instead of Viking arranging hundreds of millions in bond financing, Camber itself signed on to buy the plant for $750 million gross (about $499 million after assumed debt), paid via a seller-financed note rather than cash - still highly conditional, including on antitrust clearance and a right of first refusal held by Phillips 66.

material agreement

Camber, through Viking, agreed to buy a package of roughly 169 producing oil wells (about 2,000 barrels a day, with an estimated $185 million reserve value) for $69 million - a real return to core oil and gas acquisitions alongside its power-generation and renewable-fuel bets, funded by up to 80% cash and the rest in new convertible preferred stock.

material agreement

Camber picked up a new NYSE deficiency for its rock-bottom stock price (under $0.20 for 30 days), earning its shares a '.BC' below-compliance tag; the company is now weighing a reverse stock split to fix it.

listing compliance notice

One of Camber's preferred-stock investors agreed to give up all further rights to additional conversion shares on stock it had already converted, and to stop trying to convert its promissory notes into common stock at all - a rare step back from dilution amid the ongoing effort to keep the company on NYSE American.

material agreement

The two Series C preferred investors gave up the mechanism that had done most of the damage: from 28 October 2022 a share price below $1.50 would no longer extend the measurement period used to set their conversion rate or entitle them to extra shares, and they waived any such shares going forward. In return they got a release and an indemnity. After five years in which the Series C ratchet drove Camber's share count relentlessly higher, this was the ratchet being switched off to protect the NYSE American listing.

security holder rights change

Camber's two preferred-stock investors, Discover Growth Fund and Antilles Family Office, sued it in federal court over the late SEC filings; the company settled by agreeing to issue unrestricted, freely-tradeable common shares on future preferred conversions and to reserve 500 million shares of common stock for that purpose - a settlement structure that points to severe dilution ahead for existing shareholders.

material agreement

NYSE extended Camber's filing deadline to May 20, 2022 - now described as the final cure date, with delisting proceedings to start automatically if the overdue reports still aren't filed by then.

listing compliance notice

Camber's accounting problems deepened: beyond the Series C preferred misclassification already disclosed, the company now says it also should have booked a derivative liability tied to a seven-year dividend commitment, and separately that its December 2020 acquisition of Viking Energy stock should have been accounted for as an equity-method investment rather than a full consolidation - a more fundamental do-over of how Viking's numbers flow into Camber's own financials.

financial restatement

NYSE granted still another extension, to April 1, 2022, as Camber's overdue reports remained unfiled.

listing compliance notice

NYSE pushed Camber's filing deadline back again, to February 15, 2022, with the same four overdue reports still outstanding.

listing compliance notice

Camber racked up yet another NYSE compliance problem - it missed the deadline to hold its 2020 annual shareholder meeting, unable to do so until its overdue financial reports are finally filed.

listing compliance notice

One day later, sold the same investor $100 million face value of new Series G Preferred Stock -- but the investor paid only $5 million cash upfront, financing the rest with its own promissory notes back to Camber payable through 2022, plus warrants on 100 million more shares -- a deal whose headline size is mostly paper unless the investor's own notes get paid.

capital raising announcement

Using proceeds from its new $25 million loan, Camber bought back and cancelled 1,664 shares of Series C preferred stock for $18.85 million cash - part of the plan to simplify its preferred-stock structure by cashing out the smaller of its two preferred investors.

material agreement

Took out a new kind of financing -- a straight $25 million loan (a $26.3 million note with 5% OID) from its Series C-era investor, convertible at $1.50/share, secured by Camber's assets and a pledge of Viking shares, guaranteed by Viking itself, and paired with warrants on 50 million shares at $10-$20 -- a much larger, harder-secured facility than the preferred-stock rounds that preceded it.

capital raising announcement

Camber's forbearance deadlines were extended once more (filings now due January 14, 2022), but this time with an explicit warning attached: miss the December 31 share-reserve deadline or the new filing deadline, and the company will be in outright, uncured default on all of its notes and agreements with the investor.

debt default or forbearance

The Reno renewable-diesel plant deal got bigger and more concrete: Viking and the seller fixed the price at $300 million ($25 million cash plus Viking preferred stock, with up to $75 million more if the plant outperforms), pushed the closing to end of January 2022, and Viking advanced another $500,000 bridge loan to keep the project funded - though the deal still depends entirely on Viking lining up hundreds of millions in bond financing.

material agreement

Camber lined up a pivotal $25 million loan from its main investor - to be used mainly to buy out all other Series C preferred shareholders and pay off near-term secured debt - conditioned on the same shareholder vote to raise authorized shares; if it closes, the investor also gets warrants on 50 million shares at $10-20 each, a large potential future stake.

material agreement

Camber's investor agreed to much friendlier terms on its roughly $21.5 million of notes - maturity pushed out to 2027, a lower prime-rate interest rate, and a higher $1.50 conversion price - but only if shareholders approved raising the authorized share count by December 31, 2021.

material agreement

NYSE granted Camber yet another short extension, to January 14, 2022, to file its three overdue reports, with delisting proceedings still possible if the maximum cure period (May 2022) is exceeded.

listing compliance notice

Camber's Series C investors gave it yet another short extension - to December 17 - to catch up on overdue SEC filings, with the December 31 deadline to reserve enough authorized shares for conversions unchanged.

debt financing

NYSE formalized Camber's filing delinquency across three overdue reports (its transition 10-K and two 10-Qs), all stemming from the Series C accounting restatement, giving it until December 17, 2021 (with a possible extension to May 2022) before delisting proceedings could begin.

listing compliance notice

Camber's Series C investors gave it a little more room on the forbearance deal struck in October, pushing the overdue-filings deadline to December 6, 2021, while the December 31 deadline to reserve enough authorized shares - contingent on a shareholder vote - stayed in place.

debt default or forbearance

Viking agreed to buy a Reno, Nevada renewable-diesel plant still under construction from RESC Renewables Holdings, paying $8 million cash plus convertible preferred stock, with the rest of the huge project funded by a $250-275 million bond Viking still has to arrange - a major, highly conditional bet on renewable fuels that could fall through if that financing isn't secured.

material agreement

A week after exiting Ichor, Viking also gave up its Elysium oil and gas operations - the same business Camber had built a direct equity stake in back in 2020 - to an affiliate of the original seller, again with the buyer simply assuming the associated debt as full consideration.

asset acquisition disposition

Camber's Series C preferred investors notified the company it had breached its financing agreements - by filing SEC reports late and not reserving enough authorized shares for conversions - putting its $20.5 million of notes at risk of acceleration. The investors agreed to hold off on declaring default if Camber caught up on filings by mid-November and secured enough authorized shares by year-end, but Camber permanently lost its right to redeem the preferred stock early.

debt default or forbearance

Viking gave up its Ichor oil and gas assets (roughly 58 producing wells acquired back in December 2018) to an affiliate of the original seller, with the buyer simply assuming all of Ichor's associated debt and obligations as the entire purchase price - a wash that let Viking exit a legacy, debt-encumbered oil and gas position as it pivots toward power generation and clean energy.

asset acquisition disposition

Camber dismissed Marcum LLP as auditor - a direct consequence of the Series C preferred restatement Marcum's own reports were now caught up in - and hired Turner, Stone & Company to redo the audits for fiscal 2019, 2020 and the nine-month transition period.

auditor change

Camber disclosed that nearly five years of its financial statements (fiscal 2017 through the quarter ended September 2020) can no longer be relied on: its Series C preferred stock should have been classified outside permanent equity the whole time, an error only fixed by an April 2021 rewrite of the preferred stock's terms. Restated 10-K/A and 10-Q/A filings are coming - explaining much of the chronic late-filing trouble with NYSE over the past year.

financial restatement

Viking licensed ESG Clean Energy's patented power-generation technology, which captures carbon dioxide from stationary generators, with exclusive rights in Canada and non-exclusive rights at up to 25 U.S. sites - paying $1.5 million upfront plus scheduled payments and royalties of up to 15% of related revenue.

material agreement

Viking closed the deal previewed two weeks earlier: it paid about US$8 million to acquire 60.5% of Simson-Maxwell, a Canadian industrial-engine and power-generation-equipment maker, becoming Camber's first operating business outside oil and gas.

material agreement

Camber bought another $11 million of Viking stock, raising its stake from about 62% to 73%, with the cash earmarked for Viking to pursue a majority stake in an industrial-engine and power-generation company and to license a patented carbon-capture power system - Camber's first real move beyond oil and gas.

asset acquisition disposition

Opened a new $15 million Series C tranche (1,575 shares) tied to the February 2021 re-signed Viking merger agreement -- the same investor relationship, financing the same deal, for the third time.

capital raising announcement

Camber missed another NYSE filing deadline, this time for its transition-period 10-K covering the nine months to December 31, 2020 (its fiscal year-end had shifted to align with Viking) - delayed by the complex purchase accounting for its new controlling stake in Viking and turnover at its audit firm.

listing compliance notice

Camber's borrowing from its Series C preferred investor kept growing - $6 million in December 2020, $12 million more later that month, and now another $2.5 million - for $20.5 million total, secured by a first-priority claim on Camber's Viking Energy shares. A related filing also confirmed a 'Trigger Event' had occurred under the Series C terms and that Camber had breached a prior agreement, blocking its early-redemption rights.

debt financing

Camber and Viking signed a fresh Agreement and Plan of Merger (replacing the 2020 version, which lapsed): Viking's common stock would convert 1-for-1 into Camber common stock and its preferred into a new Camber Series A Preferred, with James Doris - already CEO of both companies - to lead the combined company from Houston. The deal had to close by August 1, 2021 or either side could walk away.

business combination

During the Dec 2020 pivot to a direct Viking stock purchase, paid off $20.9 million Viking owed to lender EMC Capital Partners by issuing EMC 1,890 shares of Camber Series C Preferred Stock (plus $325,000 cash from Viking) -- a debt-for-equity swap that both cleaned up Viking's balance sheet and let Camber add 145,384,615 more Viking shares to its holding.

capital raising announcement

Camber and Viking scrapped their year-long merger agreement entirely and instead had Camber directly buy 51% of Viking's stock for $10.9 million cash plus cancellation of $9.2 million in notes Viking owed it, funded partly by a new $12 million loan from its preferred-stock investor that would come due early if a full merger wasn't signed again by March 2021 - the pivot between the deal's original 2020 agreement and its eventual 2021 re-signing.

asset acquisition disposition

Camber landed in a fresh NYSE compliance problem, this time for filing its Q3 2020 10-Q late - delayed by unresolved accounting questions over how to treat its Series C preferred stock in the pending merger's S-4 filing - with a six-month cure window before delisting risk, on top of the stockholders'-equity compliance plan already running from February.

listing compliance notice

Amendment No. 2 restated the Viking deal after four rounds of renegotiation - amendments in May and June 2020, an amended and restated merger agreement on August 31, then a further amendment on October 9 - and supplied the second fairness opinion the June filing had left as a blank annex, from Scalar, LLC alongside Mercer Capital. The 80/20 split in Viking's favour still stood, while Camber went on converting notes into stock at 15 cents a share and issuing millions of shares in the meantime.

business combination

Camber and Viking fixed the merger's ownership split at a flat 20% for Camber shareholders (ending the previous 15-25% sliding scale), pushed the deal deadline to December 31, 2020, and dropped a closing condition requiring consent from Viking's lender, ABC Funding.

business combination

Camber's authorized share count was fully exhausted - all 25 million shares issued - purely from Series C preferred conversions, meaning it can no longer issue any new stock for anything (acquisitions, capital raises, employee comp, or further preferred conversions) until shareholders approve raising the cap, which the company now plans to seek at the same meeting called to approve the Viking merger.

business combination

Camber's share count climbed to nearly 23.9 million, edging up against its 25 million authorized limit, still driven almost entirely by Discover Growth Fund's ongoing Series C preferred conversions, as the Viking merger remained pending.

business combination

Far from a routine update: by this amendment the February 2020 Viking merger agreement had been amended three more times (15 June, 25 June) and then wholly amended and restated on 31 August 2020. The restated deal added Camber Series A preferred stock for Viking's preferred holders, with voting and conversion rights that float and would not be known when shareholders voted, and a new preferred-issuance proposal that closing now depended on.

business combination

Camber and Viking signed an Amended and Restated Merger Agreement: Viking's own preferred stock would convert into a new Camber Series A Preferred Stock on closing, an antitrust-filing requirement was dropped, and the deal now needs a tax opinion confirming it qualifies as a tax-free reorganization. The board also approved contingent-on-closing payouts to Camber's directors and officers (including $100,000 past-service payments and $50,000 success bonuses to interim CEO Louis Schott and CFO Robert Schleizer), plus post-merger consulting deals for Schott's and Schleizer's own companies.

business combination

Camber gave a further update on the Viking merger; its share count had grown to nearly 19 million (from a base of just 5 million authorized before April 2020) almost entirely because Discover Growth Fund kept converting its Series C preferred stock into common shares.

business combination

Camber loaned Viking another $4.2 million (total $9.2 million since February) secured against Viking's Elysium and Ichor subsidiaries, and picked up a further 5% of Elysium (now 30% owned by Camber) as consideration; the loans are forgiven if the merger closes, but Viking would owe a 15.5% premium plus a scaled share of Elysium back to Camber if the deal instead falls apart.

business combination

Opened another Series C tranche -- 630 shares for $6 million -- explicitly tied to the pending Viking merger, with a clause forcing Camber to buy the shares back at 110% of face value if the merger fails.

capital raising announcement

Camber and Viking pushed the merger's outside date from 30 June to 30 September 2020, with room to extend to year-end while Camber clears SEC comments. Camber's shares outstanding had reached 10.3 million, up almost entirely on conversions of its Series C preferred and the conversion premiums payable in stock on them - which is why shareholders had raised the authorised share count fivefold, from 5 million to 25 million, on 16 April.

business combination

Registration statement for Camber's merger with Viking Energy Group, which is a reverse takeover in all but name: Viking's holders would take about 80% of the combined company and Camber's own shareholders be left with roughly 20%, at a ratio worth about 9 cents per Viking share when the deal was signed in February 2020. Mercer Capital had given the Camber board a fairness opinion in April, a second opinion was still an empty annex, and a reverse stock split was on the same ballot.

business combination

Camber and Viking amended their merger agreement to cap how much the deal's split (Viking holders set to get 80% of the combined company) could shift based on each side's cash contributions, and agreed not to raise capital from each other's existing shareholders without consent.

business combination

Confirmed the SylvaCap Media marketing deal and disclosed the dilution toll of Series C conversions: only 6.7 million shares outstanding as of May 2020 even after a 5x increase in authorized shares, with the conversion-premium price down to $0.6721 and falling -- and admitted it still needed a transaction to regain NYSE compliance.

capital raising announcement

Camber's pending reverse merger with Viking Energy Group - agreed February 3, 2020 - had already given it a 25% stake in Viking's oil-hedging subsidiary Elysium Energy, whose hedging terms were disclosed here just as COVID-19 hit oil markets.

business combination

Camber disclosed the January 23, 2020 letter of intent that started its Viking Energy courtship: a proposed reverse merger in which Viking's own shareholders would end up owning about 85% of the combined company.

merger communication

With the Lineal pivot unwound, Camber landed back in NYSE American trouble: stockholders' equity had fallen to $3.1 million (below the $4 million minimum) after losses in three of the last four fiscal years, triggering another compliance-plan deadline, this time with an August 2021 target.

listing compliance notice

As part of the original Camber-Viking merger agreement, loaned Viking $5 million via a 10.5% secured note (maturing 2022) and simultaneously opened a fresh Series C Preferred sale -- financing both sides of the deal it was trying to close.

capital raising announcement

The Lineal merger was unwound by mutual agreement less than six months after closing: the combined company was never able to meet NYSE American's re-listing requirements, so Lineal's original owners took the business back and Camber's Series E/F preferred stock was cancelled - averting the threatened 93%+ dilution of common shareholders, but leaving Camber with about $2.34 million in notes receivable from Lineal instead of the operating business it had hoped to build around.

asset acquisition disposition

Camber completed its acquisition of Lineal Star Holdings - parent of veteran pipeline-services firm Lineal Industries (Pittsburgh) and Lineal Star Incorporated (Houston) - paying with newly issued preferred stock; this is the reverse-merger deal that Camber would go on to unwind before shareholder approval later that year, per the company's existing history.

asset acquisition disposition

Camber closed its reverse merger with Lineal Star Holdings (pipeline integrity/construction businesses Lineal Industries and Lineal Star), acquiring 100% of Lineal for new preferred stock. Once shareholders approve - not expected before November 2019 - Lineal's former owners would hold 66.67% of Camber and existing common shareholders would be diluted to just 6.67%; the filing also reveals, for the first time, that Camber's mystery Series C preferred investor since 2017 is Discover Growth Fund, which would hold a further 26.67% via new Series D preferred stock. Camber separately loaned Lineal $1.05 million.

business combination

Camber named its reverse-merger target: Lineal Star Holdings, a 64-year-old pipeline integrity, construction and field-services business with master service agreements in Pennsylvania, Ohio and West Virginia and expansion plans into Texas and the Gulf South. Lineal's owners would end up with 67-70% voting control of Camber once the all-stock deal closes.

business combination

Under new interim CEO Louis Schott, Camber pivoted strategy: it signed a non-binding letter of intent for an all-stock reverse merger with an unnamed pipeline integrity, construction and field-services company, which would give the target's owners 67% voting control of Camber. It also dropped a separate plan to buy Kansas oil and gas working interests after diligence found it wasn't worth pursuing.

business combination

Camber regained full compliance with NYSE American's continued-listing standards after roughly two and a half years of extensions and compliance plans - though its stock still fell short of the exchange's minimum share-price requirement.

listing compliance notice

Opened yet another Series C facility -- up to $28 million (2,941 shares) -- with an amended $2.5 million initial closing and new trading-volume conditions on further draws; the 24.95% dividend rate continues.

capital raising announcement

Fresh off shedding its IBC debt, Camber lined up its Series C preferred investor - who had already put in $19.5 million since 2017 - for up to $28 million more, though the deal is tightly conditioned on Camber keeping its NYSE American listing and meeting minimum trading volume and share-price thresholds, so the money is far from guaranteed.

material agreement

The Series C investor fully converted the original April 2016 debenture -- just $495,000 of principal -- into 20,037,653 shares, almost all of it from ballooning conversion-premium shares rather than the principal itself, a stark illustration of how punishing the conversion terms had become; separately entered a fresh October 2018 Series C purchase agreement for more capital.

capital raising announcement

Completed the tenth and final closing of the October 2017 Series C facility -- the full $16 million contracted in October 2017 has now been drawn, over eleven months and ten separate tranches.

capital raising announcement

The N&B Energy deal closed: N&B (affiliated with former CEO Richard Azar and former director Donnie Seay) formally assumed Camber's entire $36.9 million International Bank of Commerce debt and paid $100 cash, taking on assets worth about $12 million in return - IBC fully released Camber and all its current and former officers and directors from the debt. A messy, years-long default crisis was resolved by essentially trading away most of the company's oil and gas assets.

asset acquisition disposition

International Bank of Commerce agreed to hold off collecting on its defaulted $36.9 million loan while Camber worked to close the N&B Energy asset sale, in exchange for Camber pledging most of its Oklahoma acreage, paying down interest, and depositing excess cash with the bank - if the N&B deal fell through, Camber could instead just surrender the pledged assets to IBC.

material agreement

Camber agreed to sell nearly all of its remaining oil and gas assets - including everything acquired in the 2015 Segundo Resources deal - to N&B Energy, a company affiliated with its own former CEO Richard Azar and former director Donnie Seay, for just $100 cash plus N&B assuming Camber's entire $36.9 million International Bank of Commerce debt. Camber keeps only its Glasscock/Hutchinson County acreage and some royalty interests; the deal, subject to shareholder and IBC approval, was expected to close around September 2018.

material agreement

Richard Azar left as chief executive after eighteen months, taking $150,000 of severance and warrants over a million shares at $0.39. He stayed on the board - and four months later would be on the other side of the table, buying almost all of Camber's remaining oil and gas assets through N&B Energy.

director officer appointment

Drew a sixth Series C closing, but only $1 million instead of the $5 million the October 2017 agreement called for at this stage -- the investor scaling back its own commitment.

capital raising announcement

Camber executed a 1-for-25 reverse stock split and amended its Series C preferred stock deal so the investor (who had bought $6 million of the $16 million facility so far) waived prior trigger events and kept conversion terms unchanged despite the split - while also announcing a new letter of intent for an asset acquisition.

material agreement

Camber kept extending its $37.4 million International Bank of Commerce loan month to month (September, October and November 2017), repeatedly failing to make the required $425,000 monthly principal payments; CEO Richard Azar, director Donnie Seay and their affiliated companies remained personally pledged as guarantors on the debt.

material agreement

Camber's former CATI Operating subsidiary was released from about $5.8 million owed to lender Louise H. Rogers in exchange for a small overriding royalty, and CATI's remaining leasehold was handed off entirely to a third party, Arkose Lease Partners, which took on all of CATI's well-plugging liabilities - closing out the CATI debt crisis without further cost to Camber.

asset acquisition disposition

Opened a much larger $16 million Series C facility (October 2017 agreement, 24.95% dividend rate) with the same institutional investor, drawing $2 million at signing and a further $1 million in this filing's 'Second Closing' -- proceeds earmarked partly to satisfy International Bank of Commerce, the lender behind the ~$36.9 million default that would later force the 2018 N&B Energy asset sale already on record.

capital raising announcement

Camber's Permian subsidiary and joint-venture partner NFP Energy sold about 2,452 acres of Gaines County, Texas Permian Basin acreage to Fortuna Resources for $2.2 million, using the proceeds to pay down lien holders - including former director Alan Dreeben and Vantage Fund - by $1.5 million and to buy out NFP's joint venture for $662,072; Camber netted only about $26,000 in cash but kept 90% of the remaining acreage.

asset acquisition disposition

Camber lined up an institutional investor to buy up to $16 million of new Series C preferred stock in staged closings, with proceeds earmarked partly to help pay down International Bank of Commerce and fund operations - a financing lifeline arranged just as the IBC and CATI defaults were biting. The filing was tagged as an asset transaction but is entirely a stock financing agreement.

material agreement

Camber's real crisis surfaced: senior lender International Bank of Commerce, owed $38.3 million, declared default for a missed $425,000 payment plus a string of covenant breaches, warning that foreclosure could force the company into bankruptcy; simultaneously the CATI subsidiary's defaulted loan ($6.9 million) became immediately due, and Camber hired restructuring advisors Dykema Gossett.

debt default or forbearance

Camber's drilling subsidiary CATI Operating defaulted on its (non-recourse) loan after missing its July 31 maturity, owing $8.95 million and accruing $3,577/day - on top of a separate NYSE American notice that Camber's stock no longer met listing standards after it filed its June-quarter 10-Q late.

debt default or forbearance

Three things at once, all bad: the NYSE American said Camber no longer met its listing standards, citing a $10.6 million shareholders' deficit and losses in five consecutive years; Fred Zeidman quit as chairman three months after taking the job; and to get $400,000 of a promised $6 million from Vantage Fund, Camber handed over its entire subsidiary Camber Permian II, leaseholds included. Paying for a first tranche with a whole subsidiary is the price of having no other lender.

director officer appointment

Camber handed its entire back office - bookkeeping, financial reporting, reserve reporting, SEC compliance and audits - to Enerjex Resources for a flat $150,000 a month, and let its chief operating officer Kenneth Sanders go the day before. Outsourcing the whole finance function is a cost decision that leaves a public company with almost no internal capacity to produce its own numbers.

director officer appointment

Amended the Rogers loan again and, for the first time, borrowed directly from a member of its own board: director Alan Dreeben lent the company $1 million (a $1.05 million note with 5% OID) -- insider lending starts here, years before the pattern already on record for later officers.

capital raising announcement

Sold a second Series C tranche -- 474 shares for $4.5 million -- and amended the agreement so the investor's warrant is now exercisable only at its own election.

capital raising announcement

The Series C investor partially exercised its warrant, paying $4.5 million for 810,000 shares (of 1,384,616 due, the rest held back on ownership-limit grounds) -- the largest single cash infusion since the 2007 placement.

capital raising announcement

Cleaning up after the Segundo closing of 25 August 2016: the assets delivered were worth up to $1.03 million less than the $80.7 million agreed value, and RAD2 Minerals - owned by Richard Azar, who had just been made chairman - agreed to cover the shortfall. Anthony Schnur gave up the finance-chief roles to Paul Pinkston, and the year-end was moved from March to December.

director officer appointment

Closed the first tranche of the April 2016 Series C Preferred agreement: 53 shares plus the $4.5 million warrant, for $500,000 gross -- the actual inception of what becomes a years-long, increasingly dilutive Series C financing relationship.

capital raising announcement

Lucas Energy closed the Segundo Resources acquisition (final terms: ~$30.6 million of assumed bank debt plus preferred and common stock, including shares to new board appointees Robert Tips and Alan Dreeben) and eased the original requirement to immediately rename itself Camber Energy, agreeing instead to do so on a best-efforts basis.

asset acquisition disposition

NYSE MKT warned Lucas Energy again, this time more seriously: stockholders' equity of just $2.4 million fell well short of the $4-6 million required after five straight years of losses. The company had until January 2018 to fix it under a new compliance plan.

listing compliance notice

Signed the agreements that would become its long-running Series C preferred stock financing: a $500,000 debenture at 5% OID plus a warrant exercisable for $4.5 million, and a $5.26 million face Series C Redeemable Convertible Preferred Stock purchase agreement (5% OID, $3.25 conversion price) with an unnamed institutional investor -- up to $15 million in total potential proceeds. This unnamed investor would later be identified in this company's disclosures as Discover Growth Fund -- meaning that relationship, currently on record from October 2017, actually began here, six months earlier.

capital raising announcement

The Silver Star credit line failed: of the $2.4 million Silver Star was meant to advance in $200,000 monthly slices, only $1 million ever arrived, so the company turned to a $250,000 personal loan from director Alan Dreeben (booked as a $275,000 note after a 10% discount) and $450,000 of convertible notes from HFT. At the same meeting shareholders cut the quorum for their own votes from a majority to 33%, the board explaining that the stock was too thinly held to muster one.

director officer appointment

Drew a fifth $200,000 Silver Star tranche (total now $1 million of $2.4 million), disclosed that $300,000 of the earlier notes had been assigned to Rockwell Capital Partners, and admitted it lacked the cash to honor Silver Star's 30-day prepayment demand -- a real liquidity warning.

capital raising announcement

Lucas agreed to buy producing Texas and Oklahoma properties from Segundo Resources and twenty other sellers - more than 1,200 barrels a day, several times its own output - for $31.35 million of assumed bank debt, $4.975 million cash, 13,009,664 shares and $13.8 million face value of a new redeemable convertible preferred stock. A company that had been selling assets for $700,000 at a time was taking on an acquisition many times its own size, and the preferred stock issued to pay for it is the ancestor of the dilution that later defined it. Retention bonuses of $250,000 were set aside to keep staff through the closing, $100,000 of it for chief executive Anthony Schnur.

director officer appointment

Lucas Energy agreed to acquire Texas and Oklahoma producing oil and gas properties (about 1,200 barrels/day, mostly from the Hunton formation) from Segundo Resources and 20 other sellers, paying by assuming $31.35 million of bank debt and issuing new convertible preferred stock - the deal that would soon lead to the company's rename to Camber Energy.

merger communication

Drew the first $200,000 under its new $2.4 million Silver Star Oil Company convertible-note credit line -- 6% interest (15% in default), convertible at $1.50/share -- opening a fresh drip-financing relationship after the Victory Energy deal fell through.

capital raising announcement

With NYSE MKT delisting still looming after 18 months of compliance extensions, Lucas Energy lined up a new $2.4 million convertible-note credit line from Silver Star Oil Company and further eased lender Louise H. Rogers's loan terms (maturity pushed to October 2016) - stopgap financing while its listing status stayed unresolved.

material agreement

The Victory Energy merger letter of intent was terminated, and under its terms Victory will stop extending Lucas Energy the interim funding it had been providing - a setback for both the merger and Lucas's short-term cash position. The filing itself mislabels this as an Item 1.01 entry into an agreement rather than a termination.

material agreement termination

The detail behind the abandoned Victory Energy reverse merger: alongside the pre-merger collaboration agreement with Victory, Aurora Energy Partners and Navitus Energy Group, Lucas took a draw-down loan from Victory secured on pledged Lucas shares and capped at 19.9% of the company. Lucas was being funded by the party proposing to take it over, before the deal lapsed the following month.

capital raising announcement

Lucas Energy signed a non-binding letter of intent for a reverse merger with Victory Energy Corporation and its partner Navitus Energy Group, under which Victory/Navitus holders would end up controlling the combined company, alongside a funding plan to bring several Eagle Ford wells into production - a merger attempt not mentioned in Camber's existing history and apparently superseded within the year by the Segundo Resources deal instead.

merger communication

As part of the now-collapsing Victory Energy collaboration, borrowed against a pledge of shares (a 'Draw Note' from Victory, capped at 19.9% of outstanding stock) and had Victory issue senior lender Louise Rogers a $250,000 contingent note at 18% interest to release her security interest and clear the way for the deal.

capital raising announcement

Lender Louise H. Rogers agreed to defer Lucas Energy's recent missed interest payments and cut its rate back to 12% through August 2015, while tying the loan's fate to the pending Victory Energy merger - if the merger falls through, a newly formed entity must give Rogers a $250,000 note, and if it closes, that note is cancelled.

material agreement

Lucas Energy signed a non-binding letter of intent to merge with Victory Energy Corporation, with plans to also form a joint venture to fund new wells and cover cash-flow shortfalls in the meantime.

business combination

Lucas Energy defaulted on its roughly $7.7 million loan from senior lender Louise H. Rogers, missing a $266,000 principal payment - triggering an 18% default interest rate. The lender has not yet acted on the default but is reserving her rights.

debt default or forbearance

Lucas sold its whole working interest in about 450 net mineral acres and the wells on them in Madison County, Texas for $700,000, with the buyer taking on the plugging liability - selling producing assets to raise small change. On the same day all three of the outside directors, Ken Daraie, W. Andrew Krusen and Ryan Morris, resigned from the board; Daraie and Krusen were the insiders who had lent the company $2.25 million eighteen months earlier.

director officer appointment

Lucas Energy brought in Oak Valley Operating and Sabine River Energy as drilling partners on its undeveloped Karnes County Eagle Ford acreage: Oak Valley pays $444,285 for a 50% working interest and will fund half the cost of drilling two initial horizontal wells, expected to spud by December 2014 if Lucas can raise its share of the money.

material agreement

Seven months after borrowing $7.5 million from private lender Louise Rogers, the company had to have the terms rewritten: monthly principal repayments, which had only just started, were deferred, and 75,000 shares went to the intermediary as the price of the accommodation. The Rogers loan would be renegotiated repeatedly over the following three years as cash got tighter.

capital raising announcement

Amended the terms of its senior secured loan from Louise Rogers (then $7.3 million outstanding, originally a $7.5 million loan from August 2013) to defer principal payments for six months at a temporarily higher 15% interest rate -- the Rogers loan's actual start predates the 2014 date currently on record for this lender relationship.

capital raising announcement

NYSE MKT warned Lucas Energy it no longer meets listing standards because its losses are too large relative to its size and finances - an early sign of the going-concern strain that would recur for years. The company had until mid-March 2014 to submit a compliance plan.

listing compliance notice

Lucas Energy fully settled the Seidler Oil & Gas lawsuit over its Hagen Ranch wells: it returned about $1.3 million to the private well investors and paid Seidler's legal fees in exchange for a full release and dismissal of the suit.

material agreement

Unable to raise money outside, Lucas borrowed $2.75 million at 14% from its own boardroom - $2 million from entities of director Ken Daraie and $250,000 from those of W. Andrew Krusen, with only $500,000 from an unrelated lender - repayable in six months and sweetened with warrants. This is the first insider loan on record, five years before the Dreeben loan previously thought to be the earliest. William J. Dale was appointed finance chief the same day.

director officer appointment

Lucas Energy settled the Nordic Oil default crisis: instead of the $22 million note plus interest, it will pay just $1.125 million in installments through September 2013, hand the disputed Gonzales/Karnes/Wilson leases back to Nordic, and have the lawsuit dropped once paid - a major liability sharply reduced.

asset acquisition disposition

A management shake-up (CEO William Sawyer out, Anthony Schnur in) uncovered a crisis: Lucas Energy had defaulted on the $22 million Nordic Oil note from the 2011 lease purchase, and Nordic sued in Harris County, Texas seeking the full $22 million plus interest and foreclosure. The company also disclosed a Seidler Oil & Gas suit alleging fraud and securities-law violations over its Hagen Ranch wells (naming the former CEO and CFO personally) and a fee dispute suit from Knight Capital.

debt default or forbearance

Lucas Energy bought roughly 5,500 net acres in Wilson, Leon and Madison Counties from its Eagle Ford joint-venture partner Hall Phoenix Energy, paying entirely in convertible preferred stock valued at $6.35 million.

asset acquisition disposition

Lucas Energy closed its $22 million purchase of Nordic Oil USA I's Gonzales/Karnes/Wilson County leases, financed by the convertible secured note flagged in August - a large bet that would go bad within a year.

material agreement

Agreed to buy Nordic Oil USA I's Gonzales/Karnes/Wilson County leases for $22 million, payable via a 12-month, 6% senior secured promissory note -- the debt that would default in 2012 and eventually settle for just $1.125 million in 2013, already on record in this company's history.

capital raising announcement

Lucas Energy signed letters of intent to (1) buy Nordic Oil USA I's Gonzales/Karnes/Wilson County leases for $22 million via a convertible secured note, and (2) flip its just-bought New Mexico leasehold to an affiliate, Nordic Oil USA 2, for $4 million cash - the $22 million note would prove to be a serious liability within a year.

material agreement

Lucas Energy raised just under $6 million (potentially $20 million more if warrants are exercised) selling stock-and-warrant units to institutional investors, including Hall Phoenix Energy - its Eagle Ford joint-venture partner - as a buyer.

material agreement

Lucas Energy sold an 85% working interest in the deep mineral rights (including Eagle Ford Shale) under its Gonzales County acreage to Hilcorp Energy for $7.52 million upfront, keeping 15% and using the cash to clear its Amegy bank debt.

asset acquisition disposition

Lucas Energy lined up a reserve-based revolving credit facility with Amegy Bank that could grow to $100 million as it proves up more reserves, giving it real firepower to fund drilling and lease buys beyond its initial $3 million draw.

material agreement

the American Stock Exchange certified CAMBER ENERGY, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

Closed the remaining $4 million of the July financing, bringing the total to 10,434,784 shares and warrants issued for $10.92 million net proceeds -- Lucas Energy's first major capital raise as a public company.

capital raising announcement

As Lucas Energy, closed the first tranche of a $12 million equity financing -- 6,956,522 shares plus matching warrants at $1.15/$2.00, sold to 25 accredited investors for $7.28 million net -- with $4 million still to come.

capital raising announcement

The Lucas reverse takeover closed on 12 June 2006: 19,160,011 new shares to nineteen private holders plus 2,640,000 transferred by the old controlling holders left the incoming side with 80.2% of the votes, the shell's old service contract was cancelled, and the company renamed itself Lucas Energy and did a 2.4-for-1 forward split when NASDAQ approved it on 13 June. This is where the entity that eventually became Camber Energy stopped being a shell - the earliest cached account of it.

business combination

The beginning of the company: a shell called Panorama Investments agreed to take over privately held Lucas Energy of Nevada in a share exchange for 9,083,334 shares, with every existing director and officer to resign at closing and Lucas's board to replace them. James J. Cerna Jr. was put on the board the same day as interim director and operating chief.

director officer appointment